ZIMVIE INC SEC Filings

Richard Heppenstall, Executive Vice President, Chief Financial Officer and Treasurer of ZimVie Inc. (ZIMV), had 1,057 shares of common stock withheld on 10/01/2025 at a price of $18.93 to satisfy tax withholding on vested restricted stock units. After the withholding, he beneficially owned 125,389 shares. The Form 4 was signed on behalf of Mr. Heppenstall by an attorney-in-fact on 10/03/2025. The filing lists the transaction code F and states the withholding was for taxes; no other transactions or derivative activity are reported.

Richard Kuntz, a director of ZimVie Inc. (ZIMV), reported a non‑derivative/derivative transaction dated 09/30/2025. He was credited with 662.309 deferred share units under the company’s Deferred Compensation Plan for Non‑Employee Directors; the units convert on a 1‑for‑1 basis and are to be settled in cash after he ceases service as a director. The Form 4 shows 13,072.965 shares of common stock beneficially owned following the reported transaction, held in a direct ownership form. The filing was signed by an attorney‑in‑fact on 10/02/2025.

Glazer Capital, LLC and Paul J. Glazer disclosed a 7.07% shared beneficial ownership stake in ZimVie Inc. common stock. The filing states Glazer Capital is the investment manager to certain funds and managed accounts (the "Glazer Funds") and Paul J. Glazer is the Managing Member, with both reporting shared voting and dispositive power over 1,994,479 shares and no sole voting or dispositive power. The reporting persons certify the shares were not acquired to change or influence control of the issuer. The filing identifies issuer headquarters in Palm Beach Gardens, Florida.

ZimVie Inc. has entered into a merger agreement that the Board unanimously recommends and will submit to stockholders for approval at a special meeting. Only holders of record as of September 2, 2025 may vote; the merger agreement requires a majority of outstanding shares to approve. The proxy includes three votes: adoption of the merger agreement, a non-binding advisory vote on compensation for named executive officers in connection with the merger, and a proposal to adjourn if additional proxies are needed. The Board and advisors negotiated deal mechanics including a post-signing go-shop period that generated outreach to 35 potential counterparties but resulted in no competing proposal. The proxy discloses a proposed per-share merger consideration of $19.00, treatment of equity awards (RSUs/Options/DSUs converted to cash at the merger price, single-trigger treatment), detailed estimated aggregate payout tables for named executive officers (examples: $20,433,995 aggregate estimate for one NEO; other individual estimates also shown), and assumptions underlying severance and payout estimates. The company will be delisted and deregistered following closing, and the proxy warns that non-GAAP forecasts in the filing are unaudited and not reconciled to GAAP.

ZimVie Inc. Schedule 13G/A shows that Camber Capital Management LP and Stephen DuBois each report 0 shares beneficially owned of ZIMV common stock, representing 0.0% of the class. The filing identifies Camber Capital Management LP (Delaware) and Stephen DuBois (United States) and lists the issuer address. The statement confirms the securities were not acquired to influence control of the issuer and includes signatures dated 08/27/2025. The filing references an event date of 07/21/2025 requiring the Schedule 13G filing.

ZimVie Inc. is soliciting stockholder votes on a proposed merger that the Board unanimously recommends. The proxy describes a cash merger consideration of $19.00 per share as the proposed per-share merger consideration and discloses a defined go-shop period that expires at midnight New York City time on August 29, 2025 with a possible short extension for certain excluded parties. The proxy states Company common stock trades on NASDAQ under the ticker ZIMV and that, if the merger is completed, Company shares will be delisted and deregistered so current public holders will no longer own equity in the surviving corporation.

The filing includes deal economics and protections: a Company termination fee of $10,125,785 payable to Parent in specified circumstances and a Parent termination fee of $40,503,150 payable to the Company under certain other circumstances. Centerview provided financial analysis including forecasts and non-GAAP measures (Adjusted EBITDA and Unlevered Free Cash Flow) and noted certain balance-sheet items used in valuation work such as $70 million of cash and $221 million of debt as of June 30, 2025.

ZimVie Inc. received an amended Schedule 13G filing showing that Camber Capital Management LP and Stephen DuBois each report beneficial ownership of 1,600,000 shares of ZimVie common stock, representing 5.7% of the class. The holdings are reported with shared voting and shared dispositive power and no sole voting or dispositive power. The filing is an amendment (No. 6) to the Schedule 13G and includes a certification stating the shares were not acquired to change or influence control of the issuer. Addresses for the filers and the issuer's principal executive office are provided, and a Joint Filing Agreement is listed as an exhibit.